Neuronetics and Greenbrook TMS Advance Arrangement Plans

Neuronetics and Greenbrook TMS Move Forward with Arrangement

Neuronetics, Inc. (NASDAQ: STIM) and Greenbrook TMS Inc. (OTC: GBNHF) are progressing towards an important partnership, having received an interim order from the Ontario Superior Court of Justice. This order relates to their announced strategic plan of arrangement, allowing Neuronetics to acquire all outstanding common shares of Greenbrook in a transaction designed to enhance both companies.

Understanding the Arrangement Plan

Under the details of the arrangement, each Greenbrook Shareholder will exchange their shares for 0.01149 of a Neuronetics common stock share when the deal is finalized. This exciting all-stock transaction promises to alter the landscape for both companies, with Neuronetics and Greenbrook projected to hold approximately 57% and 43% of the new combined company, respectively.

Board Recommendations and Shareholder Meetings

The boards of both companies have reviewed the arrangement thoroughly. The Greenbrook Board, comprising entirely independent directors, has unanimously deemed the arrangements fair and beneficial. Consequently, they recommend that Greenbrook shareholders back this resolution during the upcoming Greenbrook Special Meeting.

Simultaneously, the Neuronetics Board has reached the same conclusion regarding the arrangement, urging Neuronetics Stockholders to vote in favor during their special meeting.

Details of Special Meetings

Both companies are set to hold virtual special meetings on the same day, November 8, 2024, at 8:00 a.m. (Eastern time). Shareholders from both firms who are recorded as of specific cut-off dates will be able to participate, vote, and review relevant materials. Each company will provide extensive resources for shareholders to ensure their participation in the meetings.

Voting Requirements

The successful implementation of the arrangement requires that Greenbrook receive at least two-thirds of the vote from those present or represented at the special meeting. Further, a simple majority approval, excluding certain votes, will also be required.

Understanding Greenbrook's Role

Greenbrook TMS operates a vast network of treatment centers across the nation, specializing in Transcranial Magnetic Stimulation (TMS) and Spravato for addressing Major Depressive Disorder (MDD). They have been instrumental in providing over 1.6 million treatments, showcasing their commitment to mental health.

Neuronetics and Its Commitment to Mental Health

Neuronetics is dedicated to advancing mental health care through its NeuroStar Advanced Therapy. This non-invasive treatment has been a significant player in changing the treatment landscape for patients who have not found relief through traditional medications. With over 6.4 million treatments delivered, Neuronetics continues to prioritize patient outcomes and the well-being of those facing neurohealth challenges.

Conclusion and Future Outlook

As the arrangement progresses, both Neuronetics and Greenbrook TMS are positioned to leverage their combined expertise in mental health care. With a well-defined plan and favorable recommendations from both boards, the upcoming special meetings will be a crucial step toward realizing the full potential of this partnership.

Frequently Asked Questions

What is the main goal of the proposed arrangement?

The arrangement aims for Neuronetics to acquire all the issued and outstanding shares of Greenbrook, enhancing their market position in mental health care.

What should shareholders expect during the special meetings?

Shareholders will have the opportunity to vote on the arrangement and access important materials pertaining to the deal during the special meetings.

How are shareholders affected by the arrangement?

Greenbrook shareholders will exchange their shares for Neuronetics shares, promoting integration and growth in the new combined business.

Why do both companies regard the arrangement as beneficial?

Both companies believe combining their resources and expertise will lead to more effective solutions in mental health care, better serving patients.

When will the arrangement take effect?

The arrangement is subject to approval during the special meetings, with implementation expected soon after approvals are obtained.

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